YOOX GROUP TABLE OF CONTENTS

Transcription

1

2

3

4 TABLE OF CONTENTS Chairman s letter to the shareholders... 5 Report on corporate governance and ownership structure... 7 Directors report Consolidated financial statements YOOX Group Statement on the consolidated financial statements at December 31, 2012 pursuant to article 81-ter of CONSOB regulation of May 14, 1999 as amended Report of the Auditors Separate financial statements YOOX S.p.A Statement on the separate financial statements at December 31, 2012 pursuant to article 81-ter of CONSOB regulation of May 14, 1999 as amended Report of the Auditors Report of the board of Statutory Auditors to the shareholders meeting concerning the financial statements at December 31, 2012 and consolidated financial statements at December 31, 2012 (pursuant to Article 153 of Legislative Decree 58/1998 and Article 2429 of the Italian Civil Code) TABLE OF CONTENTS 3

5

6 CHAIRMAN S LETTER TO THE SHAREHOLDERS Dear Shareholders, 2012 was a year in which our Company achieved strong results: net revenues amounted to Euro 376 million, up 29% on 2011, net income increased to Euro 10.2 million, and our net financial position further improved. We achieved these results thanks to the extraordinary efforts of our entire team across both business lines. We have an outstanding organization, which worked with great passion in all our key markets. YOOX is an increasingly global company, with its heart in Italy and 84% of its revenues generated abroad. In 2012 the US remained our number 1 market, with extremely satisfactory results also coming from Italy, the rest of Europe and Japan. In 2012, our Multi-brand business line continued along its path of sustained growth. Many important projects were launched during the year. Amongst the most significant, we must certainly highlight the launch of shoescribe.com, our new Multi-brand site dedicated to the world of women s shoes, which is proving to be a destination of choice in the market, thanks mainly to the luxury services introduced for the first time in the e- commerce sector. Equally important was the development of the new yoox.com, which was launched on a global level - including China, a strategic market for the Group - in autumn 2012, with a completely revised, more effective version including significant innovations. During the year, we continued to work alongside our partners in the Mono-brand business line with the persistent aim of offering them continued excellent service. In 2012, we also established a joint venture with PPR, with the ultimate goal of enhancing the existing e-commerce websites of six PPR luxury brands and accelerating the development of their global digital presence. Technology and innovation are key success factors for YOOX and investment in research and development during the year continued accordingly. Great attention was paid, and will continue to be paid, to developing the multi-channel platform with the aim of anticipating trends in the strongly expanding world of internet accessibility, in which YOOX has invested right from the start. Customers shopping experiences will increasingly occur across varying channels: in December alone, visits from phones and tablets accounted for approximately 25% of our total traffic and we believe that this is just the beginning. In 2012, we also continued investment in our global logistics platform, accelerating the completion of its automation, which will enable us to further improve operational efficiency and will support the Group s future growth, providing our customers and partners with a 99% level of on-time deliveries. I think that 2013 can be another successful year for our Company, during which we must continue both to focus on the impeccable execution of ongoing projects with all of our partners and to be even more attentive to our loyal customers, to whom I would like to extend my personal thanks. Our customers are our raison d être, the driving force behind all our activities and efforts: ensuring that they have the best shopping experience, providing reliable, customised luxury services, surprising them, listening to them and understanding their needs - everything is aimed at satisfying our customers and building a trusted relationship with them over the long term. It is to them that we dedicate our passion and innovation, which have always characterised YOOX and which are the foundations for ensuring the future sustained growth of our Company. Chairman of the Board of Directors Federico Marchetti CHAIRMAN S LETTER TO THE SHAREHOLDERS 5

10 TABLE OF CONTENTS GLOSSARY MANAGEMENT AND CONTROL BODIES ISSUER PROFILE INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Article 123-bis of the TUF) at December 31, a) Share capital structure (Article 123-bis, paragraph 1, letter a) of the TUF) b) Restrictions on transfer of shares (Article 123-bis, paragraph 1, letter b) of the TUF) c) Significant shareholdings (Article 123-bis, paragraph 1, letter c) of the TUF) d) Shares conferring special rights (Article 123-bis, paragraph 1, letter d) of the TUF) e) Employee shareholdings: procedure for exercising voting rights (Article 123-bis, paragraph 1, letter e) of the TUF) f) Restrictions on voting rights (Article 123-bis, paragraph 1, letter f) of the TUF) g) Agreements pursuant to Article 122 of the TUF (Article 123-bis, paragraph 1, letter g) of the TUF) h) Change of control clauses (Article 123-bis, paragraph 1, h) of the TUF) and statutory provisions on the subject of takeover bids (Article 104, paragraph 1-ter, and Article 104-bis, paragraph 1 of the TUF) i) Delegation of power to increase share capital and authorisation to purchase treasury shares (Article 123-bis, paragraph 1, letter m) of the TUF) l) Management and coordination activities COMPLIANCE BOARD OF DIRECTORS Appointment and replacement of directors Composition Role of the Board of Directors Delegated bodies Other executive directors Independent directors Lead independent director HANDLING OF COMPANY INFORMATION COMMITTEES WITHIN THE BOARD DIRECTORS APPOINTMENTS COMMITTEE REMUNERATION COMMITTEE DIRECTORS REMUNERATION CONTROL AND RISK COMMITTEE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM Director in charge of the Internal Control and Risk Management System Internal Audit Manager Organisational Model pursuant to Legislative Decree 231/ Independent auditors Director in charge of preparing corporate accounting documents and other corporate roles and functions Coordination between persons involved in the Internal Control and Risk Management System DIRECTORS INTERESTS AND TRANSACTIONS WITH RELATED PARTIES APPOINTMENT OF STATUTORY AUDITORS COMPOSITION AND FUNCTIONING OF THE BOARD OF STATUTORY AUDITORS RELATIONS WITH SHAREHOLDERS SHAREHOLDERS MEETINGS AND RIGHTS FURTHER CORPORATE GOVERNANCE PRACTICES CHANGES SINCE THE END OF THE YEAR REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 9

11

12 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE Code/Code of Conduct: the Code of Conduct of listed companies approved in March and December 2011 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria and available at under Borsa Italiana Rules Corporate Governance. Civil code/c.c.: the Italian Civil Code. Board or Board of Directors: the Board of Directors of the Issuer. YOOX, Issuer or Company: the issuer of listed shares to which the Report refers. Year: the financial year to which the Report refers. GLOSSARY Instructions for Stock Exchange Regulation: the instructions for regulation of the markets organised and managed by Borsa Italiana S.p.A. MTA: the Mercato Telematico Azionario (screen-based equity market) organised and managed by Borsa Italiana S.p.A. Stock Exchange Regulation: the regulation of markets organised and managed by Borsa Italiana S.p.A. (as amended later). CONSOB Issuer Regulation: the Regulations issued by CONSOB with resolution of 1999 concerning issuers (as amended later). CONSOB Related-Parties Regulation: the Regulation issued by CONSOB with resolution of March 12, 2010 (as amended later) concerning related-party transactions. Report: the report on corporate governance and ownership structure that companies must prepare pursuant to Article 123-bis of the Consolidated Finance Act (TUF). TUF: Legislative Decree 58 of February 24, 1998 (Consolidated Finance Act). REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 11

14 1. ISSUER PROFILE YOOX Group is the global internet retailing partner for leading fashion and design brands. It has established itself amongst the market leaders with the Multi-Brand stores yoox.com, thecorner.com and shoescribe.com as well as with numerous online Mono-brand stores from armani.com to zegna.com, all Powered by YOOX Group. The Group is also a partner of PPR, with whom it set up a joint venture dedicated to the management of the Mono-brand online stores of the various luxury brands of the PPR Group. The Group has technical logistics centres and offices in Europe, the United States, Japan, China and Hong Kong and delivers to more than 100 countries worldwide. For further information: The ordinary shares of the Issuer have been traded on the STAR Segment of the MTA since December 3, The Issuer is organised according to the traditional management and control model set out in Articles 2380-bis et seq. of the Civil Code, with the Shareholders Meeting, Board of Directors and Board of Statutory Auditors. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 13

15 2. INFORMATION ON OWNERSHIP STRUCTURE (pursuant to Article 123-bis of the TUF) at December 31, 2012 a) Share capital structure (Article 123-bis, paragraph 1, letter a) of the TUF) - As at December 31, 2012, the subscribed and paid-up share capital was Euro 573,127.88; - As at the date of this Report, the subscribed and paid-up share capital was Euro 574, Categories of shares that comprise the share capital as at the date of this Report: Ordinary shares (no nominal value) No. of shares % of Share Capital Listed Rights and obligations A voting right is attached to every share. The rights and obligations of shareholders are those set out in Articles 57,430, MTA/STAR segment 2346 et seq. of the Civil Code. See section 16 of this Report for more information. Since 2000, the Issuer has implemented a series of share-based incentive plans, with a view to giving the YOOX Group an incentive tool to promote management loyalty; the plans are intended to develop a sense of belonging among key staff members and to ensure a constant effort to create value over time, thereby enabling shareholder interests to converge with those of the management. For more information on incentive plans as at December 31, 2012, see the information documents prepared pursuant to Article 84-bis of the CONSOB Issuer Regulation held at the Company headquarters, and available in the Corporate Governance section of the Company website, and the remuneration report prepared pursuant to Article 123-ter of the TUF and Article 84-quater of the CONSOB Issuer Regulation, available under the terms of law in the Corporate Governance section of the Company website, b) Restrictions on transfer of shares (Article 123-bis, paragraph 1, letter b) of the TUF) There are no restrictions on the transfer of shares, limits on ownership or acceptance clauses of the Issuer or other owners. c) Significant shareholdings (Article 123-bis, paragraph 1, letter c) of the TUF) As at the date of this Report, shareholders that directly or indirectly own shareholdings of more than 2% of the share capital, through pyramid structures or cross shareholdings, as detailed in communications made pursuant to Article 120 of the TUF, are shown in the table below: Declarant Direct shareholder % share of ordinary share capital % share of voting share capital Balderton Capital EU Holdings Limited Balderton Capital I L.P Federico Marchetti Federico Marchetti OppenheimerFundsInc. Oppenheimer Funds, Inc Federated Equity Management Company of Pennsylvania Federated Equity Management Company of Pennsylvania Renzo Rosso Red Circle S.r.l. Unipersonale Renzo Rosso Red Circle Investments S.r.l Caledonia (Private) Investments Pty Limited Caledonia (Private) Investments Pty Limited Aviva Investors Global Services Limited Aviva Investors Global Services Limited Capital Research and Management Company Capital Research and Management Company Wasatch Advisors Inc. Wasatch Advisors Inc REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 14

16 d) Shares conferring special rights (Article 123-bis, paragraph 1, letter d) of the TUF) The Company has not issued any shares conferring special rights of control nor any special powers assigned to the shares. e) Employee shareholdings: procedure for exercising voting rights (Article 123-bis, paragraph 1, letter e) of the TUF) The Company does not have an employee shareholding plan in place. f) Restrictions on voting rights (Article 123-bis, paragraph 1, letter f) of the TUF) There are no restrictions on voting rights. g) Agreements pursuant to Article 122 of the TUF (Article 123-bis, paragraph 1, letter g) of the TUF) The issuer is not aware of the existence of significant agreements between shareholders pursuant to Article 122 of the TUF. h) Change of control clauses (Article 123-bis, paragraph 1, h), TUF) and statutory provisions on the subject of takeover bids (Articles 104, paragraph 1-ter, and 104-bis, paragraph 1, TUF) In relation to significant agreements that take effect, are amended or are invalidated as a result of the change of control of the contracting company, the Issuer entered into an employment agreement with the Chief Executive Officer, Federico Marchetti. For more information, see section 9. The Issuer s subsidiaries did not sign any significant agreements that take effect, are amended or are invalidated by the change of control of the contracting company. The Extraordinary Shareholders Meeting, held on May 5, 2011, resolved to make use of the right under Article 104, paragraph 1-ter of the TUF, introducing an express exemption to the passivity rule into the bylaws, in paragraphs 5 and 6 of Article 6. Specifically, Article 6 of the Issuers bylaws makes provision that: (i) as an exemption to the provisions in Article 104, paragraph 1, of the TUF, if Company shares are subject to a takeover bid and/or share swap offer, authorisation from the Shareholders is not required to complete the deeds or transactions which could oppose the achievement of the objectives of the offer, during the period between the communication in Article 102, paragraph 1, of the TUF and the closure or expiry of the offer; and (ii) as an exemption to the provisions of Article 104, paragraph 1-bis, of the TUF, authorisation from the Shareholders is also not needed for the implementation of any decision taken before the start of the period between the communication in Article 102, paragraph 1, of the TUF and the closure or expiry of the offer, which has not yet been fully or partly implemented, that does not come under the course of normal activities for the Company and whose implementation could oppose the achievement of the objectives of the offer. The Issuers bylaws do not involve the application of the neutralisation rules set out in Article 104-bis, paragraphs 2 and 3 of the TUF. i) Delegation of power to increase share capital and authorisation to purchase treasury shares (Article 123-bis, paragraph 1, letter m) of the TUF) Over the year, the Shareholders Meeting did not grant the Board the power to increase the share capital pursuant to Article 2443 of the Italian Civil Code, nor to issue equity financial instruments. *** In their meeting of April 27, 2012, the Shareholders authorised the purchase and use of treasury shares (i) for the purposes envisaged by market practices for the purchase of treasury shares for the establishment of a bank of shares as permitted by CONSOB pursuant to Article 180, paragraph 1, c) of the TUF through Resolution of March 19, 2009, in compliance with the operating conditions established for this market practice and by Regulation (EC) No. 2273/2003 of December 22, 2003 where applicable, as well as (ii) in order to lend treasury shares to specialist operators so that they can meet their contractual obligations in respect of the REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 15

17 Company for settlement of transactions carried out on YOOX shares under the terms and in the manner established by the applicable provisions. With reference to the purposes set out in points (i) and (ii) above, the Shareholders Meeting: - authorised, pursuant to Article 2357 of the Civil Code, the purchase, in one or more tranches, for a period of 18 months from the date of the Shareholders Meeting resolution, of ordinary shares in the Company up to a maximum that, taking into account the ordinary YOOX shares held at any time by the Company and its subsidiaries, does not in total exceed the maximum limit established by the applicable regulation in force, at a price that is not greater than the higher of the last independent transaction and the highest current independent offer price on the market where the purchase is to take place, without prejudice to the fact that the unit price cannot be lower than 15% or higher than 15% of the official registered price of YOOX stock on the trading day prior to each individual purchase transaction; - granted the Board a mandate to identify the amount of shares to be purchased in relation to each of the above-mentioned aims prior to the launch of each individual purchase scheme and to proceed with the purchase of shares under the conditions and for the aims mentioned above, conferring the broadest possible powers for carrying out the purchasing transactions in the Shareholders Meeting resolution and every other formality related to it, including the possible bestowal of offices to intermediaries eligible according to law and with the right of appointing proxies, as deemed appropriate in the interest of the Company, pursuant to what is permitted by existing laws, through the methods set out in Article 144-bis, paragraph 1, b) of CONSOB Issuer Regulations; - authorised the Board of Directors so that, pursuant to Article 2357-ter of the Italian Civil Code, it can, at any time, in full or in part, in one go or several, sell the treasury shares purchased according to the Shareholders Meeting resolution, or in the Company s portfolio, through disposal on the Stock Exchange or outside of it, possibly even through the sale of actual and/or personal rights, including, by way of example, securities lending, in compliance with the existing pro tempore laws and regulations and in pursuit of the aims of this resolution, under the terms, methods and conditions of the deed of disposal of treasury shares deemed most suitable for the interests of the Company, also taking into account the obligations undertaken with regard to specialist operators in accordance with the contract, conferring the widest possible powers for carrying out the disposal operations pursuant to the Shareholders Meeting resolution, as well as all other related formalities, including the possible appointment of intermediaries enabled pursuant to the law and with the right to appoint persons with special powers of attorney, notwithstanding that (a) deeds of sale made under the scope of extraordinary transactions, including the exchange of stakes with other persons, can take place at the price or figure which will be in line with the transaction, by reason of the characteristics and nature of the actual transaction and also taking into account the performance of the market; and that (b) the deeds of sale for treasury shares for servicing any plans for the distribution of share options or shares to directors, employees and collaborators of the Company or its subsidiaries can take place at the price determined by the competent corporate bodies under the scope of these plans, taking into account the performance of the market and regulations, including tax regulations, that may apply, or free of charge, where this has been established by the competent corporate bodies with reference to free treasury share allocation schemes, all in full compliance with the conditions and methods, including operational, established by the applicable provisions of CONSOB Resolution of March 19, 2009 and Regulation (EC) No. 2273/2003 of December 22, 2003, where applicable; the authorisation mentioned in this point was granted without a time limit. Lastly, the same Shareholders Meeting, in compliance with the law, arranged that the purchases concerned by the authorisation are kept within the limits of the distributable profits and available reserves shown in the most recent approved financial statements (including interim statements) at the time of the conduct of the transaction, and that, when treasury shares are bought or sold, the necessary accounting entries are made in conformity with the applicable legal provisions and accounting standards. As at the date of this Report, YOOX holds 125,861 treasury shares, equal to 0.219% of the current share capital (equal to 574,301.00, divided into 57,430,100 ordinary shares). l) Management and coordination activities The Issuer is not subject to management and coordination activities pursuant to Article 2497 et seq. of the Civil Code. No party controls YOOX pursuant to Article 93 of the TUF. *** REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 16

18 With reference to the further information in Article 123-bis of the TUF, it should be pointed out that: - with regard to information regarding agreements between the Company and Directors which involve compensation in the case of resignation or dismissal without just cause or if the relationship ceases following a takeover (Article 123-bis, paragraph 1, letter i)), see section 9 and the report on remuneration prepared pursuant to Article 123-ter of the TUF and Article 84-quater of the CONSOB Issuer Regulation available on the Company s website under the Corporate Governance section of - for information regarding the appointment and replacement of directors (Article 123-bis, paragraph 1, letter l), part one) see section 4.1; - for information on the main characteristics of the risk and internal control management system (Article 123- bis, paragraph 2, letter b), see sections 10 and 11; - for information on the mechanisms of the Shareholders Meeting, its main powers, shareholders rights and how they can exercise them (Article 123-bis, paragraph 2, letter c), see section 16; - for information on the composition and functioning of the management and control bodies and their Committees (Article 123-bis, paragraph 2, letter d), see sections 4, 6, 7, 8, 10, 13 and COMPLIANCE The Issuer has adopted the Code, available on Borsa Italiana s website (www.borsaitaliana.it). Neither the Issuer nor its subsidiaries are subject to non-italian legal provisions affecting the corporate governance structure of the Issuer itself. 4. BOARD OF DIRECTORS 4.1 Appointment and replacement of Directors With regard to the regulation for a gender balance in the composition of administrative bodies, as set out in Article 147-ter, paragraph 1-ter of the TUF, introduced by Law 120/2011 and the implementation provisions of CONSOB, the Board submitted to the Extraordinary Shareholders Meeting called on April 19, 2013, in a single session, the amendment to the bylaws in relation to the aforementioned law. For more information on the proposed changes see the Director s Report compiled pursuant to Article 125-ter of the TUF. The Company is managed by a Board of Directors composed of a minimum of five and a maximum of fifteen members; each director s term may be no longer than three years, expiring on the date of the Shareholders Meeting called to approve the financial statements of the last year of their term. Directors may be re-elected. Before making the appointments, the Shareholders Meeting determines the number of directors and the term the board shall remain in office. All directors must comply with the requirements of eligibility, professionalism and integrity provided for by law and other applicable provisions. Pursuant to Article 147-ter, paragraph 4 of the TUF, at least one director, or at least two if the board has more than seven members, must also meet the requirements of independence set out therein (independent director pursuant to Article 147-ter). See section 4.7 for information on the independence requirements of directors. Note, however, that to maintain its entitlement to be traded on the Star Segment of the MTA, the Issuer must have an appropriate number of independent directors on its Board, and therefore comply with the criteria established by Article IA of the Instructions for Stock Exchange Regulation, which stipulate: at least two independent directors for boards of directors with up to eight members; at least three independent directors for boards of directors with nine to fourteen members; at least four independent directors for boards of directors with more than fourteen members. Article 14 of the bylaws also establishes that the Board of Directors is appointed by the Shareholders Meeting based on the lists presented by the shareholders, according to the procedure set out below, unless otherwise or further provided for by binding legal or regulatory provisions. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 17

19 Shareholders holding a stake at least equal to that determined by CONSOB pursuant to Article 147-ter, paragraph 1 of the TUF, and in compliance with the CONSOB Issuer Regulation, may present a list for the appointment of directors. In this regard, with Resolution of January 30, 2013, CONSOB set the shareholding required to present candidate lists for the election of the Issuer s management body, with reference to the year ending December 31, 2012, at 2.5% of the share capital. The ownership of the minimum investment share is determined with regard to the shares that are registered to the Shareholder on the day in which the lists are filed with the Issuer; the relative certificates can be produced after filing as long as it takes place by the deadline for the publication of the actual lists. Lists must be deposited at the Company headquarters at least 25 (twenty five) days before the Shareholders Meeting called to appoint the directors (first or only call). The Company must also make the lists available to the public at least 21 (twenty one) days before the Shareholders Meeting, according to the procedures set out by the laws in force. The lists nominate no more than 15 candidates, numbered progressively. Each list must contain and expressly indicate an independent director pursuant to Article 147-ter, with a priority number no higher than seven. If the list comprises more than seven candidates, it must contain and expressly indicate a second independent director pursuant to Article 147-ter. In each list, directors meeting the requirements of independence set out in the codes of conduct drawn up by companies managing regulated markets or by trade associations may also be expressly indicated. Furthermore, the lists contain, also in annexes: (i) curriculum vitae detailing the candidates personal and professional characteristics; (ii) the statements in which the candidates accept their candidacy and certify that there are no reasons of ineligibility or incompatibility and they meet the requirements prescribed by the laws in force for the office of Company Director. These statements may also include a declaration concerning whether they meet the requirements to qualify as an independent Director pursuant to Article 147-ter, and, if necessary, further requirements set out in the codes of conduct drawn up by companies managing regulated markets or by trade associations; (iii) indication of the identity of the Shareholders who have submitted lists and the percentages of shareholdings held overall; (iv) any further or other declaration, information and/or document provided for by law and applicable regulations. Each Shareholder and each group of Shareholders belonging to a shareholders agreement as defined by Article 122 of the TUF may not present nor vote for more than one list, either directly, through a third party or through a fiduciary company. A candidate may only be present on one list, or will be deemed ineligible. At the end of voting, the candidates from the two lists with the most votes shall be elected, according to the following criteria: (i) from the list that obtained the largest number of votes (the Majority List), according to the progressive order in which they are listed, a number of directors is taken equal to the total number of board members, as previously established by the Shareholders Meeting, minus one; these candidates are elected in the numerical order indicated on the list; (ii) from the list that obtained the second highest number of votes and that is not linked, even indirectly, to the Shareholders that presented or voted for the majority list pursuant to the applicable provisions (the Minority List), the candidate at the top of this list is appointed as director; however, if within the majority list, not even one independent director pursuant to Article 147-ter is elected, for a board of not more than seven members, or if only one independent director pursuant to Article 147-ter is elected for a board with more than seven members, the first independent director pursuant to Article 147-ter indicated on the minority list will be elected, rather than the candidate at the top of the minority list. Lists that do not obtain a percentage of votes at least equal to half of that required to present a list shall not be taken into consideration. If two lists receive the same number of votes, the list presented by Shareholders with the greatest shareholding at the time the lists are presented, or failing that, that presented by the greatest number of Shareholders, shall prevail. If only one list is presented, the shareholders vote on it, and if it obtains a relative majority, excluding abstentions, the candidates listed in progressive order, up to the number determined by the Shareholders Meeting, shall be elected as directors; however, it is understood that, if the board comprises more than seven REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 18

20 members, the second independent director pursuant to Article 147-ter must be elected, in addition to the independent director necessarily included in the first seven places. If no lists are presented, or if the number of directors elected on the basis of the lists presented is lower than that determined by the Shareholders Meeting, the members of the Board of Directors are appointed by the Shareholders Meeting through simple majority voting, without prejudice to the obligation of the Shareholders Meeting to appoint the minimum number of independent directors pursuant to Article 147-ter required by law. Independent directors, pursuant to Article 147-ter, indicated as such from their appointment, must immediately inform the Board of Directors if they cease to fulfil independence requirements; the director loses his/her post if the board no longer has the minimum number of directors meeting the independence requirements set by the laws in force. Lastly, under Article 14 of the bylaws, if for any reason one or more directors cease to hold his/her post, he/she will be replaced pursuant to Article 2386 of the Civil Code, without prejudice to the obligation to maintain the minimum number of independent directors pursuant to Article 147-ter prescribed by law, and in compliance, where possible, with the principle of minority representation. The candidate elected as Chairman of the Board of Directors is the one indicated as such on the majority list or on the only list presented and approved. Otherwise, the Chairman is appointed by the Shareholders Meeting through simple majority voting, or is appointed by the Board of Directors in accordance with the bylaws. If the majority of directors appointed by the Shareholders Meeting resign or leave the board for any reason, the entire board will be considered replaced from the date on which the new board takes office. In this case, the directors who have remained in office must urgently convene the Shareholders Meeting to appoint the new Board of Directors. The Company has not evaluated the adoption of a plan for the succession of Executive Directors, deeming it to be unnecessary. 4.2 Composition The Board of the Issuer in office at the date of this Report comprises 7 members appointed by the Shareholders Meeting held on April 27, 2012, based on a single list of candidates presented by Shareholder Federico Marchetti. This list obtained 30,630,977 votes in favour, equal to 77.20% of the voting capital (39,679,811 ordinary shares). The shareholding required to present lists for this appointment was 2.5%. The board will remain in office until the Shareholders Meeting convened to approve the financial statements as at and for the year ending December 31, For more information on the list registered for the appointment of the management body, please see the Corporate Governance section of the Company website, where you can also find the curriculum vitae of every director. REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE 19

The Global Internet Retailing Partner for Leading Fashion & Design Brands YOOX GROUP Company Operations in the Following Countries Main Countries Italy, China, France, Germany, Japan, Russian Federation,

ATLANTIA S.P.A. BOARD OF DIRECTORS REPORT CONCERNING ITEM 3 ON THE AGENDA OF THE ORDINARY GENERAL MEETING TO BE HELD ON 23 APRIL 2015, ON FIRST CALL AND ON 24 APRIL 2015, ON SECOND CALL: AUTHORISATION,

BOARD OF DIRECTORS ROLE, ORGANISATION AND METHODS OF OPERATION Section 1 The Board of Directors The Company is managed by a Board of Directors with no less than seven and no more than thirteen members.

REPORT OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF APRIL 23, 2013: Amendments to articles 9, 10, 11 and 12 (General Meetings), 17 and 23 (Board of Directors), and 27 (Board of Statutory

Pirelli & C. S.p.A. Reports to the Shareholders Meeting Purchase and disposal of treasury shares. Related and consequent resolutions. (Approved by the Board of Directors on March 31, 2015) Dear Shareholders,

Explanatory Memorandum Authorisation for the purchase and disposal of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, and Article 132 of Legislative

Disclosure document on the Long-Term Incentive Plan for the management of the Finmeccanica Group Pursuant to Article 84-bis of Consob s Issuers Regulation approved with resolution no. 11971 of 14 May 1999,

PLAN OF MERGER BY ABSORPTION OF Largenta Italia S.p.A. INTO YOOX S.p.A. *** *** *** Pursuant to Article 2501-ter of the Italian Civil Code, the management bodies of YOOX S.p.A. (hereinafter also YOOX or

ARTICLES OF ASSOCIATION OF STRÖER MEDIA SE I. GENERAL CONDITIONS ARTICLE 1 COMPANY, REGISTERED OFFICE AND TERM (1) The Company has the name Ströer Media SE. (2) The Company s registered office is in Cologne.

REPORT ON CORPORATE GOVERNANCE (pursuant to the Corporate Governance Code for Listed Companies and Section IA.2.6 of the Instructions to the Regulations of Markets organized and run by Borsa Italiana S.p.A.)

REMUNERATION REPORT in compliance with articles 123 - ter of the Consolidated Financial Act and 84 ter of the Issuers Regulations Report Approval Date: 13 March 2015 Year to which the Report refers: 2014

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY

English is not an official language of the Swiss Confederation. This translation is provided for information purposes only and has no legal force. Ordinance on Collective Investment Schemes (Collective

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION British Sky Broadcasting Group plc ( the Company ) endorses the statement in the UK Corporate Governance Code ( the Corporate

DIRECTORS REPORT ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS (15 th April 2015 SINGLE CALL) Report on item 3 on the agenda and the relative resolution submitted Proposal

MEDIOLANUM S.p.A. REPORT ON CORPORATE GOVERNANCE & OWNERSHIP STRUCTURE pursuant to article 123 bis of the Consolidated Finance Act YEAR 2013 Version approved by the Board of Directors on March 26, 2013

Non-official translation STATUTES OF THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Chapter 1 COMPANY DATA 1.1 Name of the company: Magyar Nemzeti Bank (hereinafter referred to as MNB ) In accordance

CMVM Regulation No. 4/2013 Corporate Governance The Portuguese corporate governance framework is at present predominantly structured according to a model based on the CMVM regulation imposing on issuers

CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 1800) TERMS OF REFERENCE OF THE REMUNERATION

Report of the Board of Directors to the Ordinary and Extraordinary General Meeting of Stockholders of Luxottica Group S.p.A. April, 29 2016 Luxottica Group S.p.A., Piazzale Cadorna, 3, 20123 Milano - C.F.

Articles of Association Swiss Life Holding Ltd (Translation of the original text in German) I. Company name, object and registered office 1. Company name, legal form Under the corporate name Swiss Life

Status: june 2015 Complete text of Memorandum and Articles of Association of DMG MORI Aktiengesellschaft Bielefeld IDENTIFY THE CHANCES SHAPE THE FUTURE 1 (1) The Company exists under the name DMG MORI

PROCEDURE FOR RELATED PARTY TRANSACTIONS Approved by the Board of Directors on 11 November 2010, following the favourable opinion issued by the Committee of Independent Directors with responsibility for

STATEMENT OF COMPLIANCE WITH CORPORATE GOVERNANCE PRINCIPLES The Board of Impexmetal S.A., pursuant to Article 91 Section 5 and 4 of the 19 February 2009 Regulation of the Minister of Finance Regarding

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in

0123 PRESS RELEASE The UniCredit Shareholders' Meeting approved the 2014 Financial Statements Today the Ordinary and Extraordinary Shareholders' Meeting of UniCredit S.p.A. was held in Rome and has resolved

- 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

ARTICLES OF INCORPORATION of Miba Aktiengesellschaft I. General provisions Section 1 Name and seat of the company (1) The name of the company is Miba Aktiengesellschaft (2) The company is based in Laakirchen,

LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator

Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association

Computershare S.p.A., through its employee or duly entrusted staff member, acting as Appointed Representative of UNIPOLSAI ASSICURAZIONI S.p.A. (the Company) pursuant to article 135-undecies of Italian

UnipolSai Assicurazioni Report on corporate governance and share ownership for the 2014 financial year UNIPOLSAI ASSICURAZIONI S.p.A. ANNUAL REPORT ON CORPORATE GOVERNANCE AND ON SHARE OWNERSHIP FOR THE

(as amended on June 24, 2014 with decisions from the plenary meeting of June 24, 2014) 1 Foreword 1 The German Corporate Governance Code (the "Code") presents essential statutory regulations for the management

A R T I C L E S O F A S S O C I A T I O N OF X I N G AG 1. Name and place of incorporation of the Company 1.1. The name of the Company is: XING AG 1.2. The place of incorporation of the Company is Hamburg.

Aareal Bank AG Wiesbaden Memorandum and Articles of Association In accordance with the resolutions passed by the General Meeting on 20 May 2015 (version lodged with the Commercial Register of the Wiesbaden

CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED (A joint stock limited company incorporated in the People s Republic of China with limited liability) (Stock Code: 1800) TERMS OF REFERENCE OF THE AUDIT

ANNUAL REPORT OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE Davide Campari-Milano S.p.A. ( the Company and, together with its subsidiaries, the Group ) has adopted the provisions of the Code of Conduct

STATUTES OF A JOINT-STOCK COMPANY ASSECO South Eastern Europe Spółka Akcyjna 1 Company s business name 1. The Company s business name shall be ASSECO South Eastern Europe Spółka Akcyjna. 2. The Company

Appendix 14 CORPORATE GOVERNANCE CODE AND CORPORATE GOVERNANCE REPORT The Code This Code sets out the principles of good corporate governance, and two levels of recommendations: code provisions; and recommended

EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee Terms of Reference (Amended & adopted by the Board on 8 January 2016) Constitution The board (the Board ) of directors (the Directors

Directors Report for 2014 Chapter V 1 STATEMENT ON THE APPLICATION OF CORPORATE GOVERNANCE 1. RULES OF CORPORATE GOVERNANCE BY WHICH THE COMPANY IS BOUND AND THE LOCATION WHERE THE TEXT OF THE SET OF RULES

Article 1- ESTABLISHMENT ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT A joint stock company was established by and between the incorporators whose names/surnames

Date:21 July 2015 Statement on the application of Warsaw Stock Exchange corporate governance rules The Board of Directors of ASTARTA Holding N.V. with its corporate seat in Amsterdam, the Netherlands (the

GEMALTO N.V. (THE "COMPANY") 1. Functions of the Board BOARD CHARTER (Amended in March 2015) The Company shall be managed by a one-tier Board, comprising one Executive Board member, i.e. the Chief Executive

Resolution No. 1/2007 The shareholder Mr. Andrzej Leganowicz is hereby elected Chairman of the General Meeting and the shareholder Włodzimierz Jędrych is hereby elected Deputy Chairman of the General Meeting.

Bylaws of the Supervisory Board of K+S Aktiengesellschaft Version of 21 November 2012 The German Version is binding. Page 2 1 Position and Responsibility The Supervisory Board performs its functions in

Internal Code of Conduct on Matters Relating to the Stock Market and Policy on the Use of Relevant Information 1. Objective This "Internal Code of Conduct on Matters Relating to the Stock Market and Policy

APPENDIX TO REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURES REGARDING THE APPLICATION OF CORPORATE GOVERNANCE RULES SPECIFIED IN THE CODE OF BEST PRACTICE FOR WARSAW STOCK EXCHANGE LISTED COMPANIES

Information on the proposed changes in the Company Statutes submitted by the shareholder, the State Treasury On 3 June 2015 the Company received a letter from the shareholder, the State Treasury, in which,

Towarowa Giełda Energii S.A. Statute unified text 1 1. The Company s name shall be Towarowa Giełda Energii Spółka Akcyjna. The Company may use an abbreviated name Towarowa Giełda Energii S.A. 1 and counterparts

THE ARTICLES OF ASSOCIATION OF SPAREBANK 1 SR-BANK ASA (Adopted by the General Meeting, 28 April 2015 and approved by the Financial Supervisory Authority, 12 May 2015) CHAPTER 1 COMPANY. REGISTERED OFFICE.

RULES OF PROCEDURE FOR THE BOARD OF DIRECTORS, THE EXECUTIVE CHAIRMAN AND THE GENERAL MANAGER IN DOLPHIN GROUP ASA ADOPTED BY THE BOARD OF DIRECTORS ON 27 APRIL 2015 1. THE BOARD OF DIRECTORS The Board